Dressed To Kill
by bodiechan
Summary: An argument between Leo and Roger turns into a furious battle to win this year's costume competition at the Choreographer's Ball. Of course, there are some surprises along the way... and a little romance, too.
1. Friendly Competition

**This is sort of a follow-up to my fic "That Doggie in the Window," but obviously if you haven't read that, you don't need to to get this. The only thing you need to know is that Max saved Leo from this woman and her dog that he was terrified of and Leo had these "feelings" for Max that he didn't know what they were.**

**God, you have no idea how long it's taken me to finish this thing. I started it in a journal at camp in July and am just finishing it today. xD The original purpose of this fanfic was to let me write something involving Carmen and Roger, but it's sort of turned into something else without my knowing. Also, it was originally supposed to be a oneshot, but since that one shot would have been like a gazillion pages long, I turned it into two. c: I'm submitting this for a _Producers_ fanfic contest to the best (and I think only) _Producers_ group on deviantART (that would be Ze-Da-Producers-Fans), so I hope it's good, lol. Enjoy, you guys.**

* * *

Roger De Bris steps grandly into his living room, twirling in a wide circle to show off his gown and inspiring a delighted "Ooh!" from his assistant, Carmen Ghia. With a self-assured grin at Carmen's praise, Roger then turns to the producers of his latest show and inquires their opinion on the matter of his attire.

"So tell me, Max, Leo—is my costume truly as stunning as Carmen promised it would be?"

Leo Bloom, a timid, spineless little fellow, mumbles something that sounds a bit like, "It goes very well with your eyes." Max Bialystock, his larger, more outgoing partner, gives a little chuckle disguised hastily as a cough. But Max is saved from answering by a once again cooing Carmen.

"Oh, but Leo, you'd look absolutely marvelous in an evening gown!" Carmen cries, his wide eyes suddenly alight with pleasure. "Of course it would have to be in a different color—I think a sky blue would suit you quite nicely, and maybe it would look better a couple of inches shorter at the leg—but altogether, I think the effect could be stunning!" He brightly claps his hands together, enthralled by his own idea.

Max smirks at Leo, who doesn't look quite as pleased as Carmen does with the turn their conversation has taken. _Leo in a dress? _Max thinks with a snide smile. _Sure, Leo looks good in almost anything, but a dress? I guess he _is_ kind of feminine sometimes, but he's married to Ulla. Leo's as straight as I am._ This is not a very sturdy thought, considering Max has been questioning his own sexual identity lately. He keeps catching glances of Leo and thinking things a straight man shouldn't be thinking about other men. It's probably just the lighting in his office, but Max finds Leo almost attractive these days. And it doesn't help how close the two men are, how Max is kind of emotionally attracted to Leo as well. _I do love Leo, but like a brother or a best friend,_ Max tells himself from time to time. _I'm not gay, so it's not like I have a crush on the guy or anything, right?_ After reassuring himself of this fact once again, Max turns to Leo to see how he's taken Carmen's suggestion.

Leo's face is blushing brightly, his voice taking on an embarrassed tone. "I know you mean well, Carmen, but I don't intend on walking down Broadway in a dress," he says half-jokingly, fidgeting uncomfortably with his hands and giving his gay friend a nervous smile. "I don't have the same kind of courage you and Roger do when it comes to wearing, ah, unique things. I'd like to just stick to my suits if you don't mind."

Completely refusing to be shot down, Carmen shakes his head with an amused smile. "You misunderstand me, darling. I'm not talking about casual wear!" He catches Roger's eye and lets out a girly giggle.

Roger gives a very forced laugh. He detests having the spotlight on Leo instead of on him, especially with the man he loves complimenting Leo left and right. But there's no way to say the words out loud without sounding territorial or overprotective. "Of course you're not, dear," he agrees with an awkward smile.

Still grinning, Carmen turns his gaze from Roger to a nervous-looking Leo. "I'm talking about the Choreographer's Ball!" Carmen gushes, positively glowing at the thought. "Just think about it, Leo! You would slaughter the competition! You would take the judges' breath away!"

"But I'm not going to the ball," Leo protests feebly, his eyes darting to Max for support. "Anyway, costumes aren't really my thing, Carmen. Just forget about it, okay?"

Carmen opens his mouth to retort, but he is cut off by a smug Roger who tuts arrogantly in Leo's direction. "Leo is quite right, of course," Roger agrees haughtily. From his tone, Leo suddenly isn't sure if Roger is on his side. "He would have no chance whatsoever in the contest, especially not with me as his competition." Leo's face flushes once more. Carmen raises his eyebrows in surprise. "I mean, come on, darling, Leo is really very photogenic, but next to me in this gown I'm sure he'd look quite drab."

Leo sinks slightly in his stance. He had no intention whatsoever of entering the competition before, but when Roger puts it that way, it gives Leo this little spark of a dream, just like when he used to fantasize about being a Broadway producer. He can picture himself standing at the Choreographer's Ball in front of hundreds of adoring fans… dancing with his darling Ulla to show tunes… showing off his winning costume, which would absolutely not be a dress, with a flourish. Roger would be bristling with envy, Carmen would be delightedly admiring him, and Max would never have looked prouder. _Somehow thinking of Max being proud of me makes me want to do this even more_, Leo thinks shyly to himself._ Oh, Max, what is this thing I feel for him? When I was in the park the other day and he saved me from that woman and her dog, I really thought for a moment that I… that I liked him. I mean, I feel things around Ulla because she's pretty. But how I feel about Max is almost stronger. Max isn't a beautiful woman. So what is it? Maybe it's just friendship. But somehow I don't think so. Somehow if I win the costume competition at the Choreographer's Ball, I feel like it would give me the courage to ask him what this is that I feel._

"You've got no chance, Leo dear, so give up if you know what's good for you. No hard feelings here, it's just that—"

"All right, Roger, that's enough!" Leo is jerked away from his thoughts by Max, his face purple from fury, who is glaring fiercely straight at Roger. Leo blinks, confused. Why does Max care so much that Roger is insulting Leo? Sure, they're friends, but Max is friends with Roger too…

"I beg your pardon?" Roger asks with a nervous smile.

Max is having none of that. "Leo can enter any contest he wants to," he snarls at the director. "You have no control over what he does. You're just worried that Leo will beat you, because you know he's better than you at everything he does!" _Leo's not going to stand up for himself, so I've got to do it for him. I hate when people walk all over him! They can't hurt Leo! Leo is mine!_

"Of course, Max darling, I'm well aware that I have no control over Leo's actions," Roger agrees hastily, trying in vain to subdue the fuming producer. "I was merely advising him that this was not a contest it would be wise for him to enter."

Max growls like a ticked-off lion. "Why, because he'd lose to _you_?"

"Precisely, Max."

Carmen shakes his head, but he's smiling. "Roger, maybe that wasn't quite the nicest way to put it, but it's true all the same," he tells his partner before turning to Max. "Max, honey, you just have to face the facts. Leo would be marvelous, but Roger and I _always_ win this competition."

Head down, Leo says nothing. Max curls his hands into fists on Leo's behalf. _How can they say these things? Don't they know Leo is fragile? Don't they know they're hurting him? _"Well, maybe this year will be a first!" Max explodes, scowling full force at the director and his assistant. "Maybe this year Leo and I will grind you into the dust!"

"Impossible," Roger scoffs, crossing his arms and sticking out his lower lip in distaste.

"Just you wait," Max snarls. "Leo Bloom is going to win this year's costume competition, and there is absolutely nothing you two can do to stop him!"

"Have you even _asked_ Leo if he would like to compete?" Roger asks dryly. "Because the last time Carmen mentioned it, Leo's answer was a firm no."

At this, all heads swivel over to the terrified producer in the corner. Leo is cowering, and upon seeing everyone's eyes upon him, he covers his face with his hands. Roger lets out a low little laugh. Carmen looks somewhat disappointed. Max says softly, "Leo?"

Leo peers out from behind his fingertips and sees his three friends, each watching him expectantly for an answer. Roger wants him to give up right now. Carmen wants him to try but ultimately fail so that Roger can win instead. But Max wants him to try, and Max wants him to win. Leo likes Max. Leo likes Max a whole lot. And Leo wants to do what Max thinks is right. He wants to make Max proud.

"It's fine if you don't want to," Max tells Leo gently, but he can't hide the disappointment behind his voice. "I understand." But he doesn't.

Slowly but surely, Leo's head rises out from underneath his hands and shakes itself. "No, Max, I want to," he says, and even if it's a nerve-racking thought, it's worth it to make Max smile. Then he turns to Roger and manages to sound brave despite his tremors. "Look out, Roger, because this year you're going to have some serious competition!"

Carmen cheers. Roger fumes. But Leo is happy, because Max has never looked prouder.

————

"Ulla, honey, I have a question for you. Do you know how to sew?"

Ulla pulls out of their embrace and gives her husband a strange look. "Sew? Vhy Leo want to know dees?"

Leo sighs. "I'm entering a costume contest," he tells her with a sheepish smile. "The only problem is that Max and I don't know anyone who can make the costume for me."

Ulla pouts, glancing around the white office in search of an answer. When her eyes fall on Max, they light up at once. "Ulla know! Max sew costume, yes?"

There is a long pause, after which Max snorts a laugh. "Ulla my dear, Max Bialystock has many talents, but sewing is not one of them," he tells her curtly.

Looking dejected, Ulla turns back to her husband with a frown. "Leo?"

Leo shakes his head. "I can't sew either."

Ulla lets out a whiny noise. "Den Ulla not know how Leo get costume. Ulla sorry."

_She's really not very bright, is she?_ Leo can't suppress the thought that comes into his head, but he scolds himself for it anyway. _This is my wife I'm thinking about! I'm in love with her, so I shouldn't be thinking such stupid things! I love her, and that's why I married her! Right? But still, she's not very smart. Max is so much smarter…_

"I don't know what we can do, Max," Leo tells his friend sadly, shaking his head ever so slightly. "I guess we just have to let Roger win." But when he sees the expression on Max's face, Leo stops dead in his tracks. Usually Leo loves Max's smile, but the little smirk on his face now is somewhat disconcerting. "Max?" Leo asks nervously.

"Max deenk of somedeeng?" Ulla pipes excitedly.

Max grins. "Leo," he begins, a mischievous glint in his eyes, "do you remember the first time we met, how I was, ah, doing some business with one of my backers?"

Leo shudders, but nods. How could he forget? He had walked cheerily out of the bathroom to the sight of Max and that woman… what they were doing… _I don't even want to think about Max doing something with anyone like that. I don't think I can ever look at my grandmother the same way again._

Max gives Leo a lofty chuckle. "Well, her name is Hold-Me-Touch-Me," he explains. Suddenly, with a sinking feeling in his stomach, Leo knows where this is going. "She's a good friend of mine, and I'm sure she knows how to sew."

Ulla lets out an excited squeal and claps her hands together, suddenly in understanding. Max beams at his idea. Leo groans.

————

"Who is zis _voman_?!"

Franz Liebkind wears an expression of pointed horror as he enters Max and Leo's office and sees who is inside. Ulla is perched on the white-painted couch's armrest, and seated on the couch itself are Leo, Max, and a wizened old woman running a large piece of sky blue fabric through a sewing machine. Ulla offers Franz a flirty smile, which he cautiously returns.

"Ah, Franz!" Max hurriedly stands up and greets the German man with a forced smile. "I'm afraid we'll have to cancel our meeting today, old boy. Leo and I are a tad busy at the moment, as you can see," he says, gesturing towards Hold-Me-Touch-Me with the back of one hand.

Franz's face wrinkles in confusion. "Busy? Vith vhat?"

"Hold-Me-Touch-Me here is helping Max and I with my costume for the Choreographer's Ball," Leo explains with a sheepish smile.

Franz just stares. "'Hold-Me-Touch-Me'?" he repeats incredulously after a pause, giving the old woman a look of pure contempt. "Vhat kind of name is zat?"

Hold-Me-Touch-Me glares at him. "Do you have a problem with my name, son?"

Franz hurriedly shakes his head. Ulla doesn't suppress her giggles. "Ve just do not have names like zat back in Germany, let me tell you," Franz groans. "Ze culture is _so_ different here in America. It is ridiculous!"

Ulla smiles even wider. "Ulla know," she agrees happily. "America ees land of de free and de beautiful, but ees really wery strange." She and Franz catch each other's eyes for a brief moment before looking away, embarrassed.

"So," Franz prompts, to break the awkward silence at hand.

Leo is staring at him with a look of horror on his face, and Franz shifts nervously where he stands. _Is Ulla… is Franz… do the two of them… I don't even want to think about that!_ Leo thinks with a shudder. Max raises an eyebrow at him, and Leo shakes his head, but his insides are churning. _Ulla's a flirt, sure, but she would never cheat on me! Franz is just a good friend of hers, like Max and me! Right?_

"So zere is a costume contest at zis ball of yours?" Franz asks sheepishly after a pause.

Leo and Max nod in unison. "Roger is convinced that no one could ever win with him as the competition, so Leo and I are going to beat him at his own game," Max tells Franz enthusiastically. Leo cringes as he realizes once again what he has to do. Max gives him an encouraging smile and adds, "You'll show him, Leo, I know you will!"

To everyone's surprise, Franz sounds overjoyed by the idea. "Aha! Zis is like some form of varfare, yes? Vell, back in Germany, ve vould have—"

"I'm sorry, but we're really busy, Franz," Leo quickly interrupts. "We really need to get working if we want the costume to be finished in time for the ball."

Franz sighs and shrugs his shoulders in acceptance. "Zat is fine. I can see vhere I am not vanted," he says huffily. "I guess I vill be leaving now."

Abruptly, Ulla jumps up and runs to the dejected German's side. "Ulla vill see Franz to de door!" she tells Leo with another giggle. Franz beams as the two of them walk off together. Leo's heart lurches painfully in his chest, but he says nothing.

————

"Oh, _Leo_!"

Leo takes a deep breath as he steps out of the bathroom, sporting a new sky blue suit and top hat. Hold-Me-Touch-Me smiles proudly at her handiwork, Ulla begins to clap, and Max beams.

"Is it okay?" Leo asks nervously, fidgeting with his hands. The old woman raises an eyebrow at him. Leo hurriedly corrects, "I mean, uh, I know it's okay since Hold-Me-Touch-Me did such a great job, but… am _I_ okay?"

Max stands up and walks to Leo's side, placing a supportive hand on his friend's shoulder. "Goddammit, Leo, of course you're okay," Max barks happily. "You need to learn to have more confidence in yourself! Of course you're okay. You're incredible!"

"But… do you think I can beat Roger?"

Max shakes his head with a sigh. "Leo, you could beat Roger ten times over if you wanted to. You look like a _god_ right now." He turns to the two women for backup. "Doesn't he?"

"Leo look good alvays," Ulla assures him. Hold-Me-Touch-Me laughs, but nods. Leo blushes. _Does Max really think I look like a god? Does Max think I'm… attractive?_

"Are you convinced yet?" Max asks with a teasing smile. _I can't wait to see the look on Roger's face when he sees this. I also can't wait to see the look on Leo's when he wins. Maybe he'll even start to gain a little faith in himself._

Cautiously, Leo shrugs. "Not really, but if _you_ think I can win, Max…"

"I'm sure of it," Max boasts. "Leo, with my vision, Carmen's color choices—which we didn't _steal_, we _borrowed_—Hold-Me-Touch-Me's craftsmanship, and your natural good looks, we're going to win this thing for sure."

Ulla looks a bit put out that Max didn't mention her. "What about Ulla?" Leo prompts quickly, not wanting his wife to feel left out.

Max glances over at the Swede and narrows his eyes. "Ulla's moral support, I guess, though she really didn't do anything but flirt with Franz," he mumbles, the last part so quiet that only Leo can hear. Leo blushes. Max holds out a hand. "Now come on, Leo. We've got a ball to attend, a competition to win, and a director to beat."

Leo can't help but smile, and takes Max's hand in his own.


	2. This Feeling

"Look, darling, it's Max and Leo and Ulla! Let's go over and say hello, mm?"

Roger's face contorts into a scowl at the sight of them walking in through the doors of the ballroom. Leo's blood runs cold. "Carmen, dear, perhaps we should keep our distance tonight," he suggests curtly. "Leo and I are rivals now, after all!"

"Oh, nonsense, Roger, you're clearly not thinking straight," Carmen tells him with a laugh. "At least _I'm_ going to go and say hi!" And with that, Carmen flies to the producers' side, his smile huge. "I'm so glad you guys made it! Leo, your costume is _breathtaking_! Simply stunning!"

"It's all my work, thank you," brags Hold-Me-Touch-Me, clinging protectively to Max's arm. Max glances around the room nervously, hoping none of his other backers are here that could see him with this one and get jealous. Really, all he wants is to get away from her anyway. _I'll have to plan my escape carefully._

"But Leo, you model it so well!" Carmen gushes, eyes wide. "I told you blue was your color, didn't I? You look fabulous tonight, absolutely _fabulous_!"

"Doesn't he?" Ulla asks with a giggle.

Carmen giggles along with her. Leo can't decide which of the two of them is more feminine. Probably Carmen. "I can't wait for the competition," Carmen agrees.

Leo cranes his neck around Carmen to see a fuming Roger, gown and all, standing next to Kevin and Scott by the punch bowl. Even all the way across the room, there's no mistaking Roger's jealous glare. "Do you think I have a chance at winning, Carmen?" Leo asks quietly, slightly scared of Roger at the moment. "I mean, you know this contest better than anyone."

Carmen laughs. "Of course you don't have a chance at winning," he tells his friend cheerfully, and Leo freezes in place. "That's Roger's job, silly. But you certainly have a good chance at second place!"

Before Leo can react, Max grabs his arm painfully from behind. "I'm sorry, Carmen, but we have to go now," he growls, steering Leo in the exact opposite direction from their gay friend and shoving Hold-Me-Touch-Me off of him in the same motion. To distract her, Ulla starts up a discussion with the old woman about nothing in particular, and Carmen waves the producers off before returning to Roger's side.

Once they're out of earshot, Leo exhales. "Max…"

"Shut up," Max demands, his eyes narrowing scarily. "Just _shut up_, Leo."

"But, Max—"

"I SAID, SHUT THE HELL UP!"

Leo shuts up, his eyes huge with fear. _Max…_

"Good." Max scowls. "Now look here, Leo Bloom. I want you to listen to me carefully, and you're going to believe everything I say, okay?" Terrified, Leo nods, ready for the telling-off of his life. _What did I do wrong now? _But Max's words blow him away. "Leo, you. Are. _Amazing._ You are an amazing person and an amazing model for that costume and if anyone ever tells you otherwise they are either lying or an idiot or drunk. You are a great guy, and you're handsome, and kind, and you've got a stupid inferiority complex and you're one hell of a coward, but…" Max looks away, blushing slightly. Leo is stunned. "…but you're amazing, Leo," he finishes gruffly. "Don't ever let anyone tell you you're not."

Leo doesn't quite know what to say. "Max… I think you're amazing too," he chokes.

Max cracks a smile and waves the compliment away. "Aw, you're just saying that."

"No, I'm not," Leo says boldly, his voice growing stronger. "Ever since I was a little kid, I've loved your musicals, Max. And now that I've met you in person, I've grown to love… you."

Max freezes in place. He wasn't expecting this at all. Leo's breath catches in his throat and his heart pounds and the sound of blood rushes through his ears. Max asks shakily, "What did you just say?"

Then, all at once, the show tune playing over the loudspeakers stops abruptly and gives way to an important announcement. "ATTENTION: FOR THOSE OF YOU ATTENDING THE COSTUME COMPETITION, IT WILL BE STARTING IN FIVE MINUTES. ALL CONTESTANTS PLEASE TAKE YOUR PLACES AT THE FRONT OF THE ROOM."

Max exhales slowly and holds out his hand. Then he thinks better of it and shoves it roughly back into his pocket. "Are you ready, Leo?" he asks, struggling to keep his voice steady.

Leo's pulse is racing, but he nods mutely. This is something he has to do. "Let's go."

————

The whole room holds its breath as the judges deliberate. The competition's contestants stand in front of the crowd, showing off their dresses and suits and smiling big, cheesy smiles. Well, except for Roger, who alternates between beaming down at his production team and smirking pompously in Leo's direction. Leo's heart is thumping painfully against his chest. He smiles at the crowd, at Hold-Me-Touch-Me, at his darling Ulla. But he can't bear to look at Max. Max, who helped him so much. Max, who's been the best friend he ever had. Max, who he loves. Max, who Leo hopes against hope loves him back.

The judges return to their seats. It's all or nothing now. One by one, the contestants walked down the isle and showed off their costumes. Predictably, Leo and Roger both acquired mountains of applause. But the applause was almost an even amount between them. Leo has no idea who will win.

_Please let it be me, please let it be me. I want to make Max proud… because I know now what this is I feel. I'm bisexual. I love him. I love Max. I love him._

The head judge clears his throat. "Third place," he says, "goes to…"

_Please, don't let it be me._

"…a certain Miss Kiss-Me-Feel-Me!"

Hold-Me-Touch-Me's eyes narrow dangerously as the crowd claps politely. The other old woman stumbles across the stage to the judge's platform, grinning like mad. Max sinks down a little bit in his seat. Hopefully, Kiss-Me-Feel-Me won't be able to pick him out of the crowd, and if she can, she won't see Hold-Me-Touch-Me by his side. Fortunately, she doesn't.

The head judge clears his throat once more, and the applause dies down. "Second place goes to…"

_Please let it be Roger, not me, not me, not me…_

"…Miss Shirley Markowitz!"

Leo's head jerks up, stunned, in time to see Shirley, complete in a suit almost grander than Leo's own, run to the podium and accept her award. _I was sure that one of us would win first and the other would win second. I was sure that by now I would have known which of us the winner was. But… _Shirley blows a kiss out to the crowd, directly to where Ulla is sitting. Ulla's expression betrays her disgust, but Carmen, Bryan, Kevin, and Scott go wild.

Roger claps enthusiastically for his lighting designer and turns to Leo with a sickening smile. "I'm truly sorry, Leo," he says earnestly. "That suit looks absolutely marvelous on you, I must say. I was sure you'd win third place, if not second."

_Screw Roger. Of course, he'd never admit I'm going to win first._ Leo gives Roger a resolute nod. "I think your gown looks wonderful too, Roger," he tells the gay man with a forced smile. "You should have won second place instead of Shirley."

Roger's grin at once turns into a scowl. "Second? My dear boy, Roger De Bris _never_ comes in second."

Leo's mouth is dry, but he can't stop now. "This year, you do," he gasps. "This year, I'm going to win!"

Roger opens his mouth to retort, but the judge clears his throat for the last time, and all at once the room is so quiet that a pin drop would ring loud and clear. Leo's heart starts racing at double time._ Oh God, it's all come down to this, hasn't it? It's going to be either Roger or me… me or Roger… but who?_

"First place," the judge announces dramatically, "goes to…"

Ulla stares up at Leo with the most thoughtful expression he's ever seen her wear. Hold-Me-Touch-Me is nodding her head, up and down, up and down. Carmen and his family are beaming, already sure of the winner. Leo risks a glance over at Max that makes his heart do a trapeze routine. Max's lips are parted in a tiny little _o_, his eyes fixated on the judge, on hearing Leo's fate. _God, I love that man. God, I love him._

_But who's going to win?_

"…MR. FRANZ LIEBKIND!"

_WHAT?!_

Both Leo and Roger gape at each other with expressions of pure revulsion. As the rest of the crowd stands up to applaud the winner, Max sinks down in his chair and moans quietly to himself. And Franz, who up until now none of them even noticed was there, gracefully glides to the front of the stage, sporting a very lifelike Adolf Hitler costume complete with a uniform and moustache.

"_Danke_, _danke_," Franz tells the crowd with a smile. "You know, back in Germany, vinning somezing like zis vould have been ze greatest honor! Zat is vhy I decided to enter zis competition! And I vould like to zank my good friends Max and Leo for informing me of zis competition in ze first place! _Danke_, boz of you!"

Roger gives Leo a disgusted look. "You did _what_?!"

Leo takes a step backwards in fear. "We didn't mean to," he tells Roger numbly. "Franz came into Max's office and we told him we couldn't meet with him because of the contest…" Leo barely knows what he's saying. His heart is somewhere down near his toes. _Oh. Oh. Oh. It's over, Leo. I didn't win. Franz did. _Roger's sickened expression is nothing compared to how Leo feels inside. _I failed to make Max proud. Now he'll never love me back!_

But suddenly, things are about to get a whole lot worse. Ulla leaps onto the judge's platform and embraces Franz with both arms. "Eet vould be an honor in Sveden, too!" she tells him excitedly, before smashing her face into his in a kiss.

Franz looks embarrassed at first, but once he realizes what's going on, he mashes his face back into Ulla's and intertwines his body with hers. Roger gives Leo another look, this time of pity. Max stands up, his mouth agape with horror. Leo's eyes roll back into his head, and before he knows what's going on, he's running, running, running, far away…

Leo slams opens the door to the bathroom and sprawls himself over the sink, tears streaming down his face and barely able to breathe. _Ulla _is_ cheating on me with Franz. Ulla is cheating on me. My wife is cheating on me. My wife cheated on me._ The words echo over and over in his head, but it still doesn't seem any more real, or hurt any less.

_The man I love probably hates me now for losing, and the woman I'm_ supposed_ to love loves someone else. What the hell is wrong with me? Why am I such a failure at everything? Is it so hard to find someone I love who loves me too?!_

After a few minutes of pure misery, the bathroom door slowly creaks open and Max cautiously slinks inside. Leo looks up at him, tears still flowing freely down his cheeks. Max lets out a long, low breath. "God, Leo, what is _wrong_ with you?" he mumbles, flexing his fingers into fists and then loose again in frustration

Leo lets out a sob. _Here it comes. Max is going to hate me because I lost. Now I'll be out of a job, out of a home, and I'll have no one who loves me at all. _"I'm sorry, Max," he manages to choke through his tears.

Max looks taken aback. "Sorry? All I meant was that you should go grab your wife, for heaven's sake!" Max tells him with a roll of his eyes. Now it's Leo's turn to be confused. Max isn't mad at him? Why? "Leo, don't take this the wrong way, but you _really_ need to learn to stand the hell up for yourself! Are you just going to let the woman you love run off with some Nazi?" _Not that I think Leo should have married Ulla in the first place,_ Max thinks privately. _She's gorgeous, but somehow I've never trusted that girl for a moment. She would have been a great fling, but I can't see her as anybody's wife, especially not Leo's. What if he gets her back and then she cheats on him again? What is he going to do then? I don't want Leo to go through any more trauma than he already has, but of course, more than anything, I want the little guy to be happy. And if Ulla makes him happy, then who am I to deny him of that?_

Leo is staring at him open-mouthed. "You're not mad?" he says numbly.

"Of course I'm not mad. Why would I be mad? But you're _not_ going to let her run off with a Nazi, Leo," Max reminds him impatiently. "So go chase after her, for God's sake! She's _your_ wife! You love her!"

Leo can't believe his ears. "I thought you would be mad that I lost the contest," he tells Max quietly, his tears a little less violent now. "I thought you wouldn't lo—like me anymore."

_Geeze Louise, this guy is fragile. Any little thing that goes wrong wrong, even if it's not at all his fault, he thinks someone's mad at him for it. What the hell happened in his past that made him so scared? Never mind, it doesn't matter. I just want to make him not scared anymore, at least not of me. I want him to be happy. I want… goddammit, why do I care about this guy so much? It's not like I love him or anything. I'm not gay. I'm not gay._

"I'm not g—mad, Leo," Max says with a gentle smile. "Why wouldn't I like you anymore? It's not your fault Franz is amazing at designing clothes. Who knew?" He chuckles quietly to himself, gazing into one of the mirrors above the sink. "Plus, all I really wanted was to put Roger in his place. We told him that someone else would win this year, and sure enough, someone did. So in a way, we did beat Roger, Leo. Don't think for a second that I don't like you." _Is that what Leo meant when he said he'd grown to "love" me? That he likes me? That we're friends? Leo loves me like a brother. Leo doesn't love me as a boyfriend. He's in here sobbing his eyes out because his wife cheated on him. His _wife_. That means he loves her. He loves Ulla. He doesn't love me. _

_But why does the fact that he doesn't love me as more than a friend hurt so badly? Maybe I _am_ gay. Or bi. Or something. All I know is that I'm in here in the bathroom watching Leo crying, and all I want to do is take that little guy into my arms and tell him that everything's going to be okay and have him feel safe because he's with me. Is that romantic love? Maybe. Probably. I don't know anymore. All I know is that I love him. There, I said it. I love him._

Leo just stared at the other producer, slowly wiping off his tears with the back of one sky blue sleeve. _Max isn't mad? Okay. But he still doesn't love me the way I love him._ "Really?" Leo manages to croak.

Max sighs. "Of course really," he tells Leo with a grin. "We're partners, Leo, through and through." Then he pauses. _I have to say it, even if I don't want to._ "Now what are you waiting for? Go give Ulla a piece of your mind!"

Leo draws in a low, rattling breath, then says defiantly, "No."

"_No?!_"

"Ulla _wanted_ to kiss Franz. If the two of them are happy together, then who am I to tear them apart?" Leo attempts a small smile. "If I forced her to come back and be my wife again, she would still like Franz. I can't _make_ her love me, after all. I don't even think she loved me in the first place." Max is gaping, but Leo is completely calm. _I think I've known this all along, but I didn't want to believe it at the time. But now I do know, and it's okay, it's okay._ "It's like you said, I look like a god. I don't mean to be egocentric or anything, but I'm sure Ulla was just attracted to me physically and married me so that I would have sex with her. Actually, I think _I_ was just physically attracted to her, too."

Max struggles to keep up. He can't believe what he's hearing. "So you don't love—"

Leo shrugs. "I never believed that a woman that beautiful could fall in love with me, so when Ulla did want to marry me, I agreed, even though I didn't love her, and I'd only known her for a couple of weeks. Our relationship was going to end sooner or later. I might as well be disillusioned now." Leo laughs. He just found out his wife is cheating on him, and he _laughs_. "No beautiful woman would ever fall in love with me."

"Leo…" Max steps forward, feeling his heart break inside his chest. "_Leo._" _Is this what he's been keeping inside? He married a woman he doesn't love? He knew she didn't love him back? Leo… I love him. It's not like Ulla, where she just wanted his body, because I _don't_ think about Leo like that at all. I do love him. I really do. _And suddenly, Max's knees buckle as he is hit with an epiphany so strong it almost knocks him over. _And Leo said he loves me too, didn't he?_

"Max?" Leo asks softly, his face now free of tears.

_I have to choose my words carefully. I don't want to hurt Leo like Ulla did._ "Leo, when you said you'd… grown to love me. What did you mean by that?"

Leo's heart starts racing once again. _This is it. This is it. I have to tell Max about my feeling._ But somehow, after all he's been through, this is one moment where Leo isn't afraid. "I meant what I said, Max. I love you."

"No, I mean, when you say love. Do you mean you love me as a brother? Or…" Max can't finish his sentence out loud. It's too much to hope for, too much to ask.

"No."

_Oh my God. _"Like a best friend then?"

"No, Max. You know what I mean." _It's all come down to this. Either I win or I lose. Either Max loves me back, or he doesn't._

_Oh my God, did he really just say that? _Max can't believe his ears. He doesn't know what to say. He barely realizes that he's rushing forward and scooping Leo into his arms, and suddenly both of them are crying. Max never cries, and usually when Leo does, it's out of fear. This is the first time either of them have ever cried of joy.

"God, Leo, I love you."

"I love you too, Max."

"I can't believe this is happening."

"Me neither."

"When did you find out?"

"I think I've always known. I just didn't believe myself."

"Me too."

"Oh my God."

"I love you I love you I love you."

"I love you so unbelievably much. So much more than Ulla."

"Oh my God."

Just then, as the two men are sobbing and practically on top of one another, the bathroom door creaks open and Ulla peers her blonde head inside. Leo doesn't pull out of his embrace, but cranes his head to look at her, and the two survey each other for a full minute without either one breathing. Ulla is waiting for Leo to get mad, but the fight never comes. Then Ulla says fairly cheerfully to Max, "De old voman ees looking for you."

"Hold-Me-Touch-Me?" Max scowls. "Screw her! I've got someone else to hold and touch at the moment, thank you very much!"

Ulla just stares at the two men together. "Are Leo and Max comeeng out of de badroom soon?" she asks blankly. "Because, Franz and I were deenkeeng—"

"Go make out with Franz in the girls' room," Leo tells her curtly. "Max and I are busy."

Ulla shrugs and ducks back out of the room. "Okey-dokey."

Once she's gone, Leo laughs. "What an idiot."

Max smiles. _I'm so glad that Leo's okay. I'm so glad he loves me too. _"So are we picking up where we left off or what?" he teases.

Leo blushes. "Yes. Now you've got no competition, Max."

"Well, I know I'm no beautiful woman, Leo," Max jokes, "but I hope you'll take me instead."

Slowly, seriously, Leo nods. "I'll take you."

And when the two lean in for their first ever kiss, this time they're not interrupted.


End file.
